[Cousins Properties Letterhead]
July 22, 2016
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Tom Kluck
| Re: | Cousins Properties Incorporated | |||||
Registration Statement on Form S-4 | ||||||
File No. 333-211849 |
Dear Mr. Kluck:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Cousins Properties Incorporated (“Cousins”) hereby respectfully requests acceleration of effectiveness of the above-referenced registration statement so that it may become effective at 5:15 p.m., Eastern time, on July 22, 2016, or as soon as possible thereafter.
In connection with this request, Cousins acknowledges the following:
| • | Should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the registration statement effective, it does not foreclose the Commission from taking any action with respect to the registration statement; |
| • | The action of the Commission or the staff, acting pursuant to delegated authority, in declaring the registration statement effective, does not relieve Cousins from its full responsibility for the adequacy and accuracy of the disclosure in the registration statement; and |
| • | Cousins may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please direct any questions regarding this request to David E. Shapiro ((212) 403-1314; DEShapiro@wlrk.com) or Marshall P. Shaffer ((212) 403-1368; MPShaffer@wlrk.com) of Wachtell, Lipton, Rosen & Katz. In addition, please notify Mr. Shapiro or Mr. Shaffer when this request for acceleration has been granted.
Sincerely, | ||
Cousins Properties Incorporated | ||
By: | /s/ Pamela F. Roper | |
| Pamela F. Roper | ||
Senior Vice President, General Counsel and Secretary | ||
cc:
Parkway Properties, Inc. | ||
390 North Orange Avenue, Suite 2400 | ||
Orlando, Florida 32801 | ||
| Attention: | General Counsel | |
| Facsimile: | (407) 209-0061 | |
| Email: | jdorsett@pky.com | |
Wachtell, Lipton, Rosen & Katz | ||
51 West 52nd Street | ||
New York, New York 10019 | ||
| Attention: | Edward D. Herlihy | |
David E. Shapiro | ||
Marshall P. Shaffer | ||
| Facsimile: | (212) 403-2000 | |
| Email: | edherlihy@wlrk.com | |
deshapiro@wlrk.com | ||
mpshaffer@wlrk.com | ||
Hogan Lovells US LLP | ||
555 Thirteenth Street, NW | ||
Washington, D.C. 20004 | ||
| Attention: | David Bonser | |
| Bruce Gilchrist | ||
| Facsimile: | (202) 637-5910 | |
| Email: | David.Bonser@hoganlovells.com | |
Bruce.Gilchrist@hoganlovells.com | ||
